Decision on intention of merger of PGE Polska Grupa Energetyczna S.A. with PGE Energia Jądrowa S.A.
31/2013
23.04.2013 15:56
Art. 56 section 1 p. 2 of Act on Public Offering – current and periodic information
Contents of the report
The Management Board of PGE Polska Grupa Energetyczna S.A. („PGE”) discloses that on April 23, 2013 a decision was taken with regard to the merger of PGE with its subsidiary PGE Energia Jądrowa S.A. (the “Acquired Company”).
The aim of the merger is to simplify the structure of PGE Capital Group, to limit the costs connected with the keeping of the separate entity and to increase the management efficiency of the preparation of the nuclear power plant construction project from the Corporate Center level.
The projected merger will take place by course of art. 492 § 1 p. 1 in connection with art. 515 § 1 and art. 516 § 5 and 6 of Code of Commercial Companies i.e. through transfer of all assets of the Acquired Company to PGE (merger through takeover) without raising the share capital of PGE and without the exchange of Acquired Company’s shares for PGE’s shares.
PGE Polska Grupa Energetyczna S.A. is a parent company (at the same time acting as the Corporate Center) of the PGE Capital Group - the largest vertically integrated company in energy sector in Poland with respect to revenues, installed capacity and electricity produced and the most profitable one.
PGE Energia Jądrowa S.A. is a subsidiary of PGE that is responsible for preparation of project of construction of nuclear power plant. PGE holds 100% of the Acquired Company’s shares, giving 100% of votes on its General Meeting. The Acquired Company holds 51% of shares in PGE EJ1 sp. z o.o. - a special purpose vehicle responsible for preparing the investment process and construction of the first nuclear power plant in Poland (remaining 49% is currently held by PGE). After the merger PGE will hold 100% shares in PGE EJ1 sp. z o.o.
Legal ground: § 5 section 1 p. 13 and § 19 section 1 of the Regulation of the Polish Minister of Finance of February 19, 2009 on current and periodic information published by issuers of securities and on conditions under which such information may be recognized as being equivalent to information required by the regulations of law of a state which is not a member state. (Dziennik Ustaw of 2009 No. 33, item 259 as amended).
The aim of the merger is to simplify the structure of PGE Capital Group, to limit the costs connected with the keeping of the separate entity and to increase the management efficiency of the preparation of the nuclear power plant construction project from the Corporate Center level.
The projected merger will take place by course of art. 492 § 1 p. 1 in connection with art. 515 § 1 and art. 516 § 5 and 6 of Code of Commercial Companies i.e. through transfer of all assets of the Acquired Company to PGE (merger through takeover) without raising the share capital of PGE and without the exchange of Acquired Company’s shares for PGE’s shares.
PGE Polska Grupa Energetyczna S.A. is a parent company (at the same time acting as the Corporate Center) of the PGE Capital Group - the largest vertically integrated company in energy sector in Poland with respect to revenues, installed capacity and electricity produced and the most profitable one.
PGE Energia Jądrowa S.A. is a subsidiary of PGE that is responsible for preparation of project of construction of nuclear power plant. PGE holds 100% of the Acquired Company’s shares, giving 100% of votes on its General Meeting. The Acquired Company holds 51% of shares in PGE EJ1 sp. z o.o. - a special purpose vehicle responsible for preparing the investment process and construction of the first nuclear power plant in Poland (remaining 49% is currently held by PGE). After the merger PGE will hold 100% shares in PGE EJ1 sp. z o.o.
Legal ground: § 5 section 1 p. 13 and § 19 section 1 of the Regulation of the Polish Minister of Finance of February 19, 2009 on current and periodic information published by issuers of securities and on conditions under which such information may be recognized as being equivalent to information required by the regulations of law of a state which is not a member state. (Dziennik Ustaw of 2009 No. 33, item 259 as amended).
Signatures of persons representing the company
| Date | Name | Position and function |
|---|---|---|
| 2013-04-23 17:56:16 | Krzysztof Kilian | President of the Management Board |
| 2013-04-23 17:56:16 | Wojciech Ostrowski | Vice-President of the Management Board |